The Institute recently hosted a webinar on Corporate Enforcement Authority – Insolvency. This conversation is with Cathy Shivnan, Director of Insolvency Supervision, at the Corporate Enforcement Authority (CEA) and gives insights into the CEA’s insolvency agenda. The session also included some background on Cathy’s career and her journey from Revenue to CEA along with the evolution of the CEA from the ODCE. The recording can be accessed here.

In its Annual Review of Corporate Reporting 2022/2023, the FRC has reported findings from its monitoring activities along with its expectations for the coming year. Also included in the annual review were the most frequently raised issues identified by the FRC which includes impairment of assets, judgements & estimates, cash flow statements amongst other new and recurring themes. The report provides a useful insight for preparers and auditors of financial statements, investors and other users of corporate reports.

Welcome to this edition of Technical Roundup. In recent developments, the European Commission has consulted on increasing the company size  threshold limits and IAASA has published the latest edition of its Standards Newsletter as well as its annual Observations Paper. Read more on these and other developments that may be of interest to members below. Financial Reporting Institute has responded to the International Accounting Standards Board’s (IASB) request for information relating to IFRS 9 Financial Instruments impairment requirements. Broadly speaking, the Institute believe that the impairment model in IFRS 9 is working as intended, but made some recommendations to the IASB in its response. EFRAG have also submitted a response to the same consultation. The Financial Reporting Council is welcoming applications for its Stakeholder Insight Group (SIG), a cross-stakeholder panel that represents preparers, investors and other key parts of our stakeholder universe including reporting framework owners and civil society groups.  The Financial Reporting Council have released FRED 84 Draft amendments to FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland. This proposes to introduce new disclosure requirements to provide users of financial statements with additional information about an entity’s use of supplier finance arrangements and the effect of such arrangements on the entity’s financial position and cash flows. The Financial Reporting Council has issued a project update relating to the ongoing periodic review of FRS 102. In its update, the FRC provided details of the feedback received on areas such as Revenue Recognition and Leasing. It also noted that it expects to issue the final amendments in the first half of 2024, with the changes becoming effective for periods commencing on or after 1 January 2026. The IFRS Interpretations Committee have issued their September 2023 update which summarises the decisions reached in its public meetings. The International Accounting Standards Board (IASB) have released the September 2023 IFRS for SMEs Accounting Standard Update a joint FASB-IASB Update and a September podcast. The IFRS Foundation have also issued their September news summary. The IASB has announced that it has decided to explore targeted actions to improve the reporting of climate-related and other uncertainties in financial statements. This may result in the development of educational materials, illustrative examples and targeted amendments to the IFRS Accounting Standards to improve the application of existing requirements. The IASB has issued amendments to the IFRS for SMEs Accounting Standard which provides temporary relief from accounting for deferred taxes arising from the implementation of the Pillar Two model rules. This follows similar amendments made to IAS 12 and FRS 102. In his opening address at the World Standard-setters Conference 2023, Andreas Barckow celebrated 50 years since the formation of the International Accounting Standards Committee (IASC), the predecessor to the IASB. He acknowledged the benefits gained from the establishment of global financial reporting standards and the efficiency and transparency they bring to companies and investors. He also discussed some of the upcoming standards being worked on by the IASB as well as the important role that the IFRS Interpretations Committee plays. During the conference, a video marking 50 years of accounting standard-setting was released by the IASB. EFRAG are seeking comments on its draft endorsement advice on the lack of exchangeability amendments to IAS 21. Comments on the draft endorsement advice letter are requested by 7 December 2023. Separately, EFRAG have completed its due process regarding Supplier Finance Arrangements (IAS 7 and IFRS 7) amendments and have submitted its Endorsement Advice Letter to the EC. EFRAG has issued its September 2023 update. This informs stakeholders about due process publications, public technical decisions and decisions taken during the month. Audit IAASA has published the latest edition of its Standards Newsletter as well as its annual Observations Paper. Insolvency - recently ruled case The case of Gerard Murphy liquidator of Diamond Rock Developments Limited (in liquidation) and Joseph Leddin recently ruled on by the Irish Court of Appeal, reminds readers of the importance of   registration within the statutory time period, of a charge created by a company. Practitioners whose clients lend money secured by a charge on company assets must ensure, so that the charge is enforceable against a liquidator and any creditor of a company, that it is correctly registered in the companies’ registration office (CRO). The required particulars of the charge must be registered with the Registrar of Companies not later than 21 days after the charge’s creation. The case also noted that the statutory provisions concerning registration empower a court to grant an extension of time where it is ‘just and equitable ‘to do so. However, in this case the jurisdiction was not invoked before the company went into liquidation as the judge said presumably because an extension can only be granted where it would not prejudice the position of creditors or shareholders of the company. The final point to make on this case which might be of interest to readers is that the attempted creation of a second charge by the company in favour of the appellant charge holder was unsuccessful in its attempt to regularise the position in the CRO. That second charge was stated by the Court of Appeal to be void as against the liquidator as an “unfair preference” as that term is defined in company legislation. Sustainability Accountancy Europe has published ‘5-step starting guide to a sustainable transition for SMEs’. This discusses the initial steps an SME can take in the early days of their transition towards a more sustainable business. EFRAG is have announced that they are recommencing the drafting of sector specific ESRS standards and are inviting external participants to interact with them as they commence the drafting of this. The sectors where they are seeking participants are as follows: Agriculture, Farming and Fishing Food and Beverage Services Mining, Coal and Quarrying Motor Vehicles Oil and Gas Power Production and Energy Utilities Road Transport Textiles, Accessories, Footwear and Jewellery   The International Sustainability Standards Board has congratulated the Task Force on Nature-related Financial Disclosures (TNFD) on the publication of its recommendations during New York Climate Week 2023.  The TNFD recommendations can help companies communicate nature-related risks and opportunities to investors and other stakeholders. The ISSB September 2023 Update has been issued.  This update highlights preliminary decisions of the International Sustainability Standards Board (ISSB). Projects affected by these decisions can be found on the work plan. The ISSB have also released their September 2023 podcast. The UK Endorsement Board has published two reports as a result of its Climate-related Matters Research Project; Climate-Related Matters: Summary of Connectivity Research A Study in Connectivity: Analysis of 2022 UK Company Annual Reports Insolvency Minister Dara Calleary, TD has signed the Companies Act 2014 (Section 682) Regulations 2023. The Regulations, which came into effect on 1 October 2023, prescribe a revised Report for use by liquidators when making reports to the Corporate Enforcement Authority under section 682 of the Companies Act 2014. The revised section 682 report should be used for all submissions made from 1 October 2023. The Rules of the Superior Courts (Order 74) 2023 also commenced on 1st October 2023. For more information please see recent news article. European Commission consults on increase to company size thresholds The company size thresholds which are essential in determining the type of financial statements that a company must prepare, whether or not they are required to have an audit and whether they must prepare consolidated accounts, are largely determined by the limits set out in the EU Accounting Directive. Ireland currently has company size limits which are the maximum allowed under that Directive. The European Commission has released a draft act which proposes to increase the current size limits by 25%, to take account of the impact of inflation since these rates were first introduced. If approved, this amendment would then allow Ireland to increase their limits accordingly (subject to government approval and legislation). Anti Money -laundering and sanctions Europol via EMPACT (European Multidisciplinary Platform Against Criminal Threats) has this week issued a factsheet with statistics and other information on areas such as migrant smuggling, human trafficking ,environmental crime and excise fraud .You can access a copy of the EMPACT 2022 factsheet here. Other News The three European Supervisory Authorities (EBA, EIOPA and ESMA - ESAs) have issued their Autumn 2023 Joint Committee Report on risks and vulnerabilities in the EU financial system. The Report underlines the continued high economic uncertainty. The ESAs warn national supervisors of the financial stability risks stemming from the heightened uncertainty and call for vigilance from all financial market participants. The Department for Communities has announced the appointment of Terence McGonigal as a Commissioner to the Board of the Charity Commission for Northern Ireland, from 1 September 2023 to 31 August 2028. A new traffic light display, which will indicate if a charity has submitted their accounts and reports to the Charity Commission for Northern Ireland on time, is being rolled out on the register of charities. The public register lists all the charities registered in Northern Ireland as well as providing information such as what they do, where they work and their annual accounts for applicable years. In July 2023, the Pensions Authority surveyed the trustees of 150 defined contribution (DC) schemes and 150 defined benefit (DB) schemes to assess trustee awareness and management of risks facing pension schemes. The Pensions Authority has this week published the results of the survey and you can read about the questions posed and conclusions of the Authority here. The European Banking Authority (EBA) recently published its 2024 work programme. It lays out 5 core areas of strategic priorities for 2024-2026. It has adapted its strategic priorities for its work programme for 2024 which includes developing an oversight and supervisory capacity for DORA (Digital Operational Resilience Act) and MiCAR (the EU Markets in Crypto-assets Regulation) and preparing the transition to the new AML/CFT framework. On the former, the EBA says will continue to deliver the policy mandates included in MiCAR and DORA, thereby contributing to the digital risk management dimension of the Single Rulebook and to a consistent framework for the regulation and supervision of crypto-asset activities. On the latter the EBA says it will work closely with competent authorities and the European Commission to facilitate the transition to the EU’s new legal and institutional AML/CFT framework. As part of this, the EBA will prepare the transfer of data, knowledge and powers to AMLA; support national competent authorities in their preparatory work; provide technical advice to the European Commission as necessary; and help to put in place the gateways necessary to make the effective cooperation between prudential and AML/CFT supervisors and regulators possible going forward. Minister of State for Trade Promotion, Digital and Company Regulation, this week urged early action on filing of company annual returns with the Companies Registration Office (CRO) in the context of the late November peak filing period. Please click here for the press release   where he reminds of the particular importance this year with the implementation of the requirement for PPS numbers to be provided for company directors. The Government has recently published its legislative programme for Autumn Session 2023. Read the press release here and the contents of the programme here. Items which might be of interest to members include: The Digital Services Bill 2023 is priority for publication and the General Scheme of the Bill  was published by DETE in March 2023. Pre legislative scrutiny has been completed since the summer update and the report on that can be accessed here . The Bill is designed to implement the EU’s Digital Services Act, and it aims to establish a new Media Commission which will be designated digital services coordinator and responsible for regulating online intermediaries. The Charities (Amendment) Bill is listed in the priority publications and is listed as heads in preparation. The General scheme of the Charities (Amendment ) Bill was published in April 2022 . You can read the press release from the Minister at the Dept of Rural and Community Development and download the general scheme of the Bill here. The Companies (Corporate Governance, Enforcement and Regulatory Provisions) Bill is listed as heads in preparation. Since the summer legislative programme a public consultation has been held by the Dept. of Enterprise Trade and Employment on the four areas of proposed amendment to company law proposed by the Bill namely corporate governance ,company law enforcement and supervision, administration, and insolvency including the regulation of receivers. Read here the response to the consultation of the Consultative Committee of Accountancy Bodies – Ireland (CCAB-I) of which Chartered Accountants Ireland is a member. Two other bills which may be of interest are the Co-operative Societies Bill on which drafting is on-going and the Miscellaneous Provisions (Transparency and Registration of Limited Partnerships and Business Names) Bill 2023 on which heads in preparation is ongoing. For further technical information and updates please visit the Technical Hub on the Institute website.

The Financial Reporting Council (FRC) have released FRED 84 in recent days which proposes some amendments to FRS 102, and specifically disclosures relating to supplier finance arrangements. The changes are based on similar amendments made to IAS 7 Statement of Cash Flows and introduce new disclosure requirements in respect of supplier finance arrangements. These amendments are intended to improve the information available to users where an entity who prepares a cash flow statement enters into a supplier finance arrangement. It is proposed that the amendments will be effective for periods beginning on or after 1 January 2025, with early adoption permitted. As many entities are either small, a qualifying entity claiming exemption from preparing a cashflow statement or do not have any supplier finance arrangements, these changes are expected to impact only a small number of companies. Supplier finance arrangements are characterised by one or more finance providers offering to pay amounts an entity owes its suppliers and the entity agreeing to pay according to the terms and conditions of the arrangements at the same date as, or a date later than, suppliers are paid. These arrangements provide the entity with extended payment terms, or the entity’s suppliers with early payment terms, compared to the related invoice payment due date. Supplier finance arrangements are often referred to as supply chain finance, payables finance or reverse factoring arrangements. Arrangements that are solely credit enhancements for the entity (eg financial guarantee contracts) or instruments used to settle directly with a supplier the amounts owed (eg credit cards) are not supplier finance arrangements. The FRED 84 consultation remains open for comment until 31 December 2023.

Minister Dara Calleary, TD has signed the Companies Act 2014 (Section 682) Regulations 2023. The Regulations, which came into effect on 1 October 2023, prescribe a revised Report for use by liquidators when making reports to the Corporate Enforcement Authority under section 682 of the Companies Act 2014. The revised section 682 report should be used for all submissions made from 1 October 2023. The Rules of the Superior Courts (Order 74) 2023 also commenced on 1st October 2023. There are two new questions included: - Question 22 requires the liquidator to confirm whether the directors have demonstrated that they have had regard to the interests of their employees in accordance with the requirements of section 224 of the Companies Act 2014. - Question 32 requires additional information where liquidators are asked to indicate whether they have advised directors, in respect of whom relief is not sought, of the grounds upon which an application to have them restricted will be brought.

The FRC have issued a project update relating to the ongoing periodic review of FRS 102 and FRS 105. In its update, the FRC noted that they received 54 response letters to FRED 82 and they are now preparing final amendments for issue which will take into account the responses received. Earlier this year, the Institute’s Financial Reporting Technical Committee issued a response to FRED 82. The FRC have indicated that they expect to issue the final amendments to FRS 102 and FRS 105 in the first half of 2024, with an expected effective date of periods commencing on or after 1 January 2026 for the changes. This is 1 year later than the date proposed in FRED 82. The FRC are working on amendments to the standards and provided updates on the revenue recognition and lease accounting sections which respondents provided feedback on during the consultation process. They will continue to work towards a “five-step model” for all FRS 102 and 105 preparers, while seeking simplifications to ensure proportionality for micro-entities. In addition to this, they have indicated that they will consider how to ensure that the “on-balance sheet” model of lease accounting under FRS 102 will be proportionate and understandable for FRS 102 preparers of all sizes.